Scripps Networks Interactive, Inc. $500,000,000 2.700% Senior Notes due 2016 Underwriting Agreement November 28, 2011Scripps Networks Interactive, Inc. • November 30th, 2011 • Cable & other pay television services • New York
Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.700% Senior Notes due 2016 (the “Securities”). The Securities will be issued pursuant to an indenture to be dated as of December 1, 2011 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
Kenneth W. Lowe ken.lowe@scrippsnetworks.com Chairman of the Board, President, Chief Executive Officer assistant: Nancy Walters | nancy.walters@scrippsnetworks.comEmployment Agreement • May 7th, 2015 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Tennessee
Scripps Networks Interactive, Inc. (the “Company”), either directly or through one of its subsidiaries, agrees to employ you and you agree to accept such employment upon the following terms and conditions:
AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE, INC., DISCOVERY COMMUNICATIONS, INC. and SKYLIGHT MERGER SUB, INC. Dated as of July 30, 2017Agreement and Plan of Merger • July 31st, 2017 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of July 30, 2017, among SCRIPPS NETWORKS INTERACTIVE, INC., an Ohio corporation (the “Company”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and SKYLIGHT MERGER SUB, INC., an Ohio corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
March 29, 2010 Mr. Joseph G. NeCastro Cincinnati, OH 45206 Re: Employment Agreement Dear Joe:Non-Compete Agreement • April 1st, 2010 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
Scripps Networks Interactive, Inc. (the “Company”) agrees to employ you and you agree to accept such employment upon the following terms and conditions:
EMPLOYEE MATTERS AGREEMENT by and between THE E.W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Employee Matters Agreement • July 7th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of July 1, 2008, by and between The E.W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement (other than the formal names of the EWS Benefit Plans (as defined below), the SNI Benefit Plans (as defined below) and other agreements) and not otherwise defined, are defined as set forth in Section 1.01.
TAX ALLOCATION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Tax Allocation Agreement • July 7th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
THIS TAX ALLOCATION AGREEMENT (this “Agreement”) is dated as of the 1st day of July, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc. (“SNI”), an Ohio corporation and an indirect subsidiary of EWS (together with EWS, each a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of June 12, 2008Separation and Distribution Agreement • June 17th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 12, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
TRANSITION SERVICES AGREEMENT by and between THE E. W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Transition Services Agreement • July 7th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this 1st day of July, 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and, prior to the Distribution Date, an indirect subsidiary of EWS (“SNI” and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
March 29, 2010 Mr. Kenneth W. Lowe Cincinnati, OH 45208 Re: Employment Agreement Dear Ken:Employment Agreement • April 1st, 2010 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Tennessee
Scripps Networks Interactive, Inc. (the “Company”) agrees to employ you and you agree to accept such employment upon the following terms and conditions:
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
ContractScripps Networks Interactive, Inc. • November 3rd, 2017 • Cable & other pay television services • Tennessee
Kenneth W. Lowe Chairman, Chief Executive Officer and President 9721 Sherrill Boulevard Knoxville, TN 37932 865-560-4328 Ken.Lowe@scrippsnetworks.com
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
TCM SUB, LLC as Issuer SCRIPPS NETWORKS INTERACTIVE, INC. as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee 3.55% SENIOR NOTES DUE 2015 INDENTURE Dated as of December 15, 2009Indenture • December 21st, 2009 • Scripps Networks Interactive, Inc. • Cable & other pay television services • New York
INDENTURE, dated as of December 15, 2009 among TCM Sub, LLC, a Delaware limited liability company, as issuer (the “Issuer”), Scripps Networks Interactive, Inc., an Ohio corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTAssignment and Assumption Agreement and Consent • June 6th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
This Assignment and Assumption Agreement and Consent (this “Agreement”) is made as of June ___, 2008, by and among The E. W. Scripps Company, an Ohio corporation (“Assignor”), Scripps Networks Interactive, Inc., an Ohio corporation (“Assignee”), and Jennifer L. Weber (“Executive”).
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of March 31, 2014 among SCRIPPS NETWORKS INTERACTIVE, INC., as Borrower, THE BANKS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A....Year Competitive Advance And • April 3rd, 2014 • Scripps Networks Interactive, Inc. • Cable & other pay television services • New York
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of March 31, 2014 (this “Agreement”), among SCRIPPS NETWORKS INTERACTIVE, INC., an Ohio corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., a New York banking corporation, as Administrative Agent for the Banks (in such capacity, the “Agent”) and the banks listed in Schedule 2.01 (the “Banks”).
VOTING AGREEMENTVoting Agreement • July 31st, 2017 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Delaware
This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholder listed on the signature page hereto (the “Stockholder”), Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), and Discovery Communications, Inc., a Delaware corporation (“Parent”).
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTAssignment and Assumption Agreement and Consent • June 6th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
This Assignment and Assumption Agreement and Consent (this “Agreement”) is made as of June ___, 2008, by and among The E. W. Scripps Company, an Ohio corporation (“Assignor”), Scripps Networks Interactive, Inc., an Ohio corporation (“Assignee”), and Joseph G. NeCastro (“Executive”).
AMENDMENT NO. 2Scripps Networks Interactive, Inc. • July 6th, 2011 • Cable & other pay television services • New York
AMENDMENT No. 2, dated as of June 30, 2011 (this “Amendment”), to the Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of June 30, 2008 (the “Credit Agreement”), among Scripps Networks Interactive, Inc., an Ohio corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”) and the banks named therein (the “Banks”).
FIRST AMENDMENTFirst Amendment • May 18th, 2015 • Scripps Networks Interactive, Inc. • Cable & other pay television services • New York
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of March 31, 2014 (this “Agreement”), among SCRIPPS NETWORKS INTERACTIVE, INC., an Ohio corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., a New York banking corporation, as Administrative Agent for the Banks (in such capacity, the “Agent”) and the banks listed in Schedule 2.01 (the “Banks”).
SEPARATION AGREEMENTSeparation Agreement • November 12th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Tennessee
This Separation Agreement (this “Agreement”) is made and entered into as of September 4, 2013 (the “Effective Date”), by and between John F. Lansing (“Executive”) and Scripps Networks Interactive, Inc. (the “Company”). The Company and Executive are sometimes collectively referred to herein as the Parties and individually as a Party.
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
PURCHASE AGREEMENTPurchase Agreement • February 29th, 2016 • Scripps Networks Interactive, Inc. • Cable & other pay television services • New York
This Purchase Agreement (“Agreement”) is made as of the 23rd day of February, 2016, by and between FSN Southern Holdings, Inc., a Colorado corporation (“Fox”), Scripps Networks, LLC, a Delaware limited liability company (“SNLLC”), and FOX-BRV Southern Sports Holdings, LLC, a Delaware limited liability company (the “Company”).
August 30, 2016 Mr. Kenneth W. Lowe c/o Scripps Networks Interactive, Inc. 9721 Sherill Boulevard Knoxville, TN 37932 Re:Employment Agreement Dear Ken:Restricted Share Unit Agreement • November 7th, 2016 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Tennessee
This Amended and Restated Employment Agreement (this “Agreement”), dated as of August 30, 2016 (the “Effective Date”), is entered into by and among Scripps Networks Interactive, Inc. (the “Company”) and Kenneth Lowe (the “Executive” or “you”). This Agreement amends and restates in its entirety that certain Employment Agreement between the Company and the Executive dated as of April 1, 2010, as amended through March 3, 2014 (the “Prior Agreement”).
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be...Joint Filing Agreement • January 29th, 2013 • Scripps Networks Interactive, Inc. • Cable & other pay television services
The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class A Common Shares of The E. W. Scripps Company ("EWSCO") and (b) the Class A Common Shares of Scripps Networks Interactive, Inc. ("SNI").
AMENDMENT NO. 1 to AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENTScripps Family Agreement • May 5th, 2017 • Scripps Networks Interactive, Inc. • Cable & other pay television services
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Scripps Family Agreement (the “Agreement”), dated May 19, 2015, by and among The E.W. Scripps Company, an Ohio corporation (“E.W. Scripps”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”) and the individuals and other entities named on the signature pages thereto (each, a “Family Shareholder” and collectively, the “Family Shareholders”) is entered into as of the 29th day of March, 2017 by E.W. Scripps, Scripps Networks Interactive and the Family Shareholders.
July 28, 2017 Cynthia L. Gibson 9721 Sherrill Blvd Knoxville, TN 37932 Re: Amendment No. 1 to Employment AgreementScripps Networks Interactive, Inc. • November 3rd, 2017 • Cable & other pay television services • Tennessee
This Amendment No. 1 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the “Company”) dated as of January 1, 2017 (the “Employment Agreement”) is entered into under the following circumstances:
PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENTPerformance-Based Restricted Share Award Agreement • March 26th, 2008 • Scripps Networks Interactive, Inc. • Ohio
This Agreement is made and entered into on (the “Date of Grant”), between Scripps Networks Interactive, Inc. (“Company”) and (“Grantee”).
Re: Amendment No. 2 to Employment AgreementScripps Networks Interactive, Inc. • November 3rd, 2017 • Cable & other pay television services • Tennessee
This Amendment No. 2 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the “Company”), dated as of September 1, 2013 and amended as of August 19, 2015 (the “Employment Agreement”), amends the Employment Agreement as expressly stated herein.
